Common use of Merger Consideration Adjustments Clause in Contracts

Merger Consideration Adjustments. (i) The Merger Consideration shall be increased or decreased by an amount equal to the difference between (x) Consumers' Net Statutory Surplus (as defined below) at the end of the month preceding the Effective Date and (y) $6,710,623. For purposes of this Agreement, Consumers' Net Statutory Surplus shall mean (x) the total statutory capital and surplus of Consumers Life Insurance Company ("CLI"), as reported in statutory statements reported to state regulatory authorities, plus (y) the asset valuation reserve and interest maintenance reserve of CLI and each of its subsidiaries. In computing any Merger Consideration adjustments, the effects on total capital and surplus of any transactions which are not in the ordinary course of business, including (x) any effects from the sale of assets contemplated by this Agreement and (y) the effects of severance costs up to $300,000, shall be excluded. (ii) In the event the business of Interstate Auto Auction, Inc. ("Interstate") is sold prior to the Effective Date, the Merger Consideration shall be increased or decreased by (A) an amount equal to the difference between (x) the net sales proceeds (after Federal and state income taxes) received from the sale of Interstate and (y) $4,900,000, less applicable Federal and state taxes and (B) an amount equal to the difference between (x) the Non-operating net assets (defined as all Non-operating assets less liabilities except the existing bank indebtedness) of Interstate at the end of the month preceding the date on which Interstate is sold and (y) $899,440. Non-operating net assets, as used herein, shall not be reduced by any principal payments made after June 30, 1996 pursuant to the PNC Bank Loan Agreement. In the event Interstate is not sold prior to the Effective Date, the Merger Consideration shall be decreased by $4,378,000. (iii) In the event Consumers' universal life business is sold prior to the Effective Date, the Merger Consideration shall be increased or decreased by an amount equal to the difference between the purchase commission (after applicable Federal income taxes) received by Consumers from the sale of its universal life business and $1,269,000.

Merger Consideration Adjustments. (i) The Merger Consideration shall be increased or decreased by an amount equal to the difference between (x) Consumers' Consumers Net Statutory Surplus (as defined below) at the end of the month preceding the Effective Date and (y) $6,710,623. For purposes of this Agreement, Consumers' Consumers Net Statutory Surplus shall mean (x) the total statutory capital and surplus of Consumers Life Insurance Company ("CLI"( CLI ), as reported in statutory statements reported to state regulatory authorities, plus (y) the asset valuation reserve and interest maintenance reserve of CLI and each of its subsidiaries. In computing any Merger Consideration adjustments, the effects on total capital and surplus of any transactions which are not in the ordinary course of business, including (x) any effects from the sale of assets contemplated by this Agreement and (y) the effects of severance costs up to $300,000, shall be excluded. (ii) In the event the business of Interstate Auto Auction, Inc. ("Interstate"( Interstate ) is sold prior to the Effective Date, the Merger Consideration shall be increased or decreased by (A) an amount equal to the difference between (x) the net sales proceeds (after Federal and state income taxes) received from the sale of Interstate and (y) $4,900,000, less applicable Federal and state taxes and (B) an amount equal to the difference between (x) the Non-operating net assets (defined as all Non-operating assets less liabilities except the existing bank indebtedness) of Interstate at the end of the month preceding the date on which Interstate is sold and (y) $899,440. Non-operating net assets, as used herein, shall not be reduced by any principal payments made after June 30, 1996 pursuant to the PNC Bank Loan Agreement. In the event Interstate is not sold prior to the Effective Date, the Merger Consideration shall be decreased by $4,378,000. (iii) In the event Consumers' Consumers universal life business is sold prior to the Effective Date, the Merger Consideration shall be increased or decreased by an amount equal to the difference between the purchase commission (after applicable Federal income taxes) received by Consumers from the sale of its universal life business and $1,269,000.

Merger Consideration Adjustments. (i) The Merger Consideration shall be increased or decreased by an amount equal to the difference between (x) Consumers' Net Statutory Surplus (as defined below) at the end of the month preceding the Effective Date and (y) $6,710,623. For purposes of this Agreement, Consumers' Net Statutory Surplus shall mean (x) the total statutory capital and surplus of Consumers Life Insurance Company ("CLI"), as reported in statutory statements reported to state regulatory authorities, plus (y) the asset valuation reserve and interest maintenance reserve of CLI and each of its subsidiaries. In computing any Merger Consideration adjustments, the effects on total capital and surplus of any transactions which are not in the ordinary course of business, including (x) any effects from the sale of assets contemplated by this Agreement below and (y) the effects of any severance costs up to $300,000, shall be excluded. (ii) In the event the business of Interstate Auto Auction, Inc. ("Interstate") is sold prior to the Effective Date, the Merger Consideration shall be increased or decreased by (A) an amount equal to the difference between (x) the net sales proceeds (after Federal and state income taxes) received from the sale of Interstate and (y) $4,900,000, less applicable Federal and state taxes and (B) an amount equal to the difference between (x) the Non-operating net assets (defined as all Non-operating assets less liabilities except the existing bank indebtedness) of Interstate at the end of the month preceding the date on which Interstate is sold and (y) $899,440. Non-operating net assets, as used herein, shall not be reduced by any principal payments made after June 30, 1996 pursuant to the PNC Bank Loan Agreement. In the event Interstate is not sold prior to the Effective Date, the Merger Consideration shall be decreased by $4,378,000. (iii) In the event Consumers' universal life business is sold prior to the Effective Date, the Merger Consideration shall be increased or decreased by an amount equal to the difference between the purchase commission (after applicable Federal income taxes) received by Consumers from the sale of its universal life business and $1,269,000.

Merger Consideration Adjustments. (i) The Merger Consideration shall be increased or decreased by an amount equal to the difference between (x) Consumers' Net Statutory Surplus (as defined below) at the end of the month preceding the Effective Date and (y) $6,710,623. For purposes of this Agreement, Consumers' Net Statutory Surplus shall mean (x) the total statutory capital and surplus of Consumers Life Insurance Company ("CLI"), as reported in statutory statements reported to state regulatory authorities, plus (y) the asset valuation reserve and interest maintenance reserve of CLI and each of its subsidiaries. In computing any Merger Consideration adjustments, the effects on total capital and surplus of any transactions which are not in the ordinary course of business, including (x) any effects from the sale of assets contemplated by this Agreement below and (y) the effects of any severance costs up to $300,000, shall be excluded. (ii) In the event the business of Interstate Auto Auction, Inc. ("Interstate") is sold prior to the Effective Date, the Merger Consideration shall be increased or decreased by (A) an amount equal to the difference between (x) the net sales proceeds (after Federal and state income taxes) received from the sale of Interstate and (y) $4,900,000, less applicable Federal and state taxes and (B) an amount equal to the difference between (x) the Non-operating net assets (defined as all Non-operating assets less liabilities except the existing bank indebtedness) of Interstate at the end of the month preceding the date on which Interstate is sold and (y) $899,440. Non-Non- operating net assets, as used herein, shall not be reduced by any principal payments made after June 30, 1996 pursuant to the PNC Bank Loan Agreement. In the event Interstate is not sold prior to the Effective Date, the Merger Consideration shall be decreased by $4,378,000. (iii) In the event Consumers' universal life business is sold prior to the Effective Date, the Merger Consideration shall be increased or decreased by an amount equal to the difference between the purchase commission (after applicable Federal income taxes) received by Consumers from the sale of its universal life business and $1,269,000.